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PARTIAL TERMINATION AND LICENSE AGREEMENT

Termination Agreement

PARTIAL TERMINATION AND LICENSE AGREEMENT | Document Parties: PROGENICS PHARMACEUTICALS INC | Progenics Pharmaceuticals Nevada, Inc | Wyeth-Ayerst Lederle, Inc You are currently viewing:
This Termination Agreement involves

PROGENICS PHARMACEUTICALS INC | Progenics Pharmaceuticals Nevada, Inc | Wyeth-Ayerst Lederle, Inc

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Title: PARTIAL TERMINATION AND LICENSE AGREEMENT
Governing Law: Delaware     Date: 3/13/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

PARTIAL TERMINATION AND LICENSE AGREEMENT, Parties: progenics pharmaceuticals inc , progenics pharmaceuticals nevada  inc , wyeth-ayerst lederle  inc
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Execution Version

Exhibit 10.30


 

PARTIAL TERMINATION AND LICENSE AGREEMENT

 

This Partial Termination and License Agreement (the “ Agreement ”) is entered into this 16th day of October, 2008 (the “ Effective Date ”), by and among Wyeth, acting through its Wyeth Pharmaceuticals Division, a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 500 Arcola Road, Collegeville, Pennsylvania 19426, Wyeth-Whitehall Pharmaceuticals, Inc., a corporation having a principal place of business at Road No. 3, Kilometer 142.1, Guayama, Puerto Rico 00784, and Wyeth-Ayerst Lederle, Inc. a corporation having a principal place of business at 65th Infantry Road, Kilometer 9.7, Carolina, Puerto Rico 00987-4904 (collectively, “ Wyeth ”) and Progenics Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591 and Progenics Pharmaceuticals Nevada, Inc., a corporation organized and existing under the laws of the State of Nevada and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, NY 10591 (collectively, “ Progenics ”).  Wyeth and Progenics may each be referred to herein individually as a “ Party ” and collectively as the “ Parties .”

 

BACKGROUND

 

A.           Wyeth Pharmaceuticals is the pharmaceutical division of Wyeth, a global company devoted, among other businesses, to discovering, developing, manufacturing and marketing human pharmaceutical products.

 

B.           Wyeth-Whitehall Pharmaceuticals, Inc. and Wyeth-Ayerst Lederle, Inc. are indirect subsidiaries of Wyeth.

 

C.           Progenics is a biopharmaceutical company focusing on the development and commercialization of innovative therapeutic products.  Progenics and Wyeth are developing [*] for the treatment of post-operative bowel dysfunction and opioid-induced constipation associated with chronic pain and advanced medical illness.

 

D.           Progenics Pharmaceuticals Nevada, Inc. (“ ProNev ”) is a direct, wholly-owned subsidiary of Progenics Pharmaceuticals, Inc.

 

E.           Wyeth and Progenics are parties to a certain License and Co-Development Agreement dated as of December 23, 2005 pursuant to which Progenics granted to Wyeth an exclusive worldwide license to Develop and Commercialize [*] (the “ Progenics-Wyeth Agreement ”).

 

F.           Section 2.8 of the Progenics-Wyeth Agreement (Japan) provides that Wyeth give Progenics notice [*] of Wyeth’s election not to Develop the Products in Japan.

 

G.           Wyeth notified Progenics of its determination not to Develop the Products in Japan (either directly or through a Sublicensee) pursuant to Section 2.8 of the Progenics-Wyeth Agreement.

 

[*] CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

1


Execution Version

 

H.           Section 2.8 of the Progenics-Wyeth Agreement also provides that, in the event Wyeth notifies Progenics that it has determined not to Develop the Products in Japan (either directly or through a Sublicensee), then (i) the license granted to Wyeth in Section 2.1 of the Progenics-Wyeth Agreement (Exclusive License from Progenics to Wyeth) shall terminate with respect to Japan only and (ii) the requirements set forth in clauses (a) through (f) of Section 10.4.1 of the Progenics-Wyeth Agreement shall apply as if there were a Partial Termination pursuant to Section 10.2.1 of the Progenics-Wyeth Agreement with respect to all the Products in Japan only.

 

I.           Wyeth and Progenics agreed, pursuant to a letter agreement dated April 12, 2007 (the “ Letter Agreement ”), that, notwithstanding the provisions of Section 2.8 of the Progenics-Wyeth Agreement, no change would occur in the license granted to Wyeth in Section 2.1 of the Progenics-Wyeth Agreement until such time as Progenics notified Wyeth that it intends to Develop or Commercialize the Products in Japan (the “ Progenics Notice ”) whereupon the license granted to Wyeth in Section 2.1 of the Progenics-Wyeth Agreement would terminate with respect to Japan only and the provisions of Section 10.4.1 of the Progenics-Wyeth Agreement would apply as if there were a Partial Termination with respect to all the Products in Japan only.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

1.  

Definitions

 

All capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Progenics-Wyeth Agreement.

 

2.  

Partial Termination of the Progenics-Wyeth Agreement as to Japan

 

By entering into this Agreement, Progenics hereby gives Wyeth the Progenics Notice and Wyeth waives its right to give a Wyeth Notice (as defined in the Letter Agreement).  The Parties hereby acknowledge and agree that Wyeth’s license pursuant to Section 2.1 of the Progenics-Wyeth Agreement (Exclusive License from Progenics to Wyeth) terminates as of the Effective Date of this Agreement with respect to Japan only, and accordingly, the Territory as defined in the Progenics-Wyeth Agreement is hereby amended to mean the entire world other than Japan.

 

3.  

Partial Termination Covenants

 

3.1.   Transfer of Documents and Data Related to the Products in Japan.   Wyeth shall, within thirty (30) days after the Effective Date of this Agreement, transfer to Progenics copies of all data, reports, records and materials in Wyeth’s possession or control that relate to the Products or the Compound in Japan.

 

[*] CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

2


Execution Version

 

3.2.   Transfer of Registrational Filings and Regulatory Approvals.   Promptly following the Effective Date of this Agreement, Wyeth shall use Commercially Reasonable Efforts to transfer to Progenics ownership and control of all Registrational Filings and Regulatory Approvals made, filed or obtained for the Products and the Compound in Japan and all clinical, technical and other relevant reports and data relating to the Products and the Compound in Japan, each to the extent they are owned, controlled by or held in the name of Wyeth or its Affiliates.

 

3.3.   Supply of Product.   Wyeth and Progenics shall negotiate in good faith a supply agreement on commercially reasonable terms pursuant to which Wyeth shall supply Progenics with any Products being manufactured by Wyeth as of the Effective Date of this Agreement for a period of [*] ([*]) years.  In addition, Wyeth shall cooperate with Progenics in good faith to arrange for the supply of API to Progenics.  Wyeth shall, and hereby does, waive any exclusivity right that Wyeth has with any suppliers of API as necessary to permit Progenics, its Affiliates, licensees and/or sublicensees to enter into direct supply agreements with such suppliers.

 

3.4.   Documentation and Technology.   Promptly following the Effective Date of this Agree


 
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